Supplier Terms and Conditions

CONDITIONS FOR THE SUPPLY OF GOODS AND/OR SERVICES UNDER REA Supplier Terms and Conditions.

To the extent you/your business has a prior written agreement with REA for the supply of the relevant goods and services, the terms under such agreement will prevail to the extent of any inconsistency.

The parties agree:

1 Term

This agreement will be taken to have commenced on the date of this agreement and, unless terminated earlier in accordance with its terms, continues until all of the Services and Deliverables have been provided (Term). The Term may be extended or amended by agreement in writing between the parties.

2 Services and Deliverables

2.1 Provision of Services and Deliverables The Contractor must:

  1. provide the Services and Deliverables to REA in accordance with this agreement and any Statement of Work between the parties from time to time;
  2. work collaboratively and co-operatively with REA and its other service providers;
  3. make all reasonable efforts not to impede any related work undertaken by REA or its other service providers;
  4. keep REA informed of all matters of which REA ought reasonably to be made aware, or which may affect the way in which the Contractor provides the Services and Deliverables; and
  5. provide such information in relation to the supply of the Services and Deliverables as may reasonably be requested by REA from time to time.

3 Personnel

3.1 General

  1. The Contractor must ensure that:
    1. it has sufficient Personnel available to provide the Services and Deliverables; and
    2. its Personnel have the appropriate skills, training, experience and knowledge to perform the work to which they are allocated.
  2. The Contractor must ensure that its Personnel comply with all of the provisions of this agreement, and will be liable for the acts and omissions of its Personnel as fully as if they were the acts and omissions of the Contractor.
  3. REA may, where reasonable grounds exist, give notice requiring the Contractor to remove

Personnel, from work in respect of this agreement.

(d)

3.2 Use of subcontractors

The Contractor must not subcontract the performance of any of its obligations under this agreement without the prior written consent of REA (which consent must not be unreasonably withheld).

4 Compliance The Contractor must:

  1. comply with all applicable Laws;
  2. obtain and maintain any licences, authorisations, consents, approvals and permits required by applicable laws;
  3. comply with any reasonable and lawful direction or request of REA in connection with the access and use of any data, premises, property, facilities, infrastructure or equipment that may be made available to the Contractor (including a request to cease using or return any REA data or equipment); and
  4. comply with all reasonable and lawful policies of REA which REA notifies the Contractor of from time to time, including theREA Group Supplier Code of Conduct;
  5. take reasonable steps to:
    1. identify, assess and address risks of Modern Slavery practices in the operations and supply chains used in the provision of the Services and/or Deliverables; and
    2. promptly take reasonable action to address or remove any Modern Slavery practices which are identified and remediate any adverse impacts to affected individuals..

5 Fees

5.1 Fees

Subject to the Contractor providing the Services and Deliverables in accordance with this agreement, REA must pay the Fees to the Contractor in accordance with this agreement.

5.2 Invoicing and payment terms

  1. Within 10 Business Days of the end of each month (or as otherwise specified in a Statement of Work), the Contractor must provide to REA a valid Tax invoice summarising the Services and Deliverables provided during that month (or in respect of the Statement of Work), and specifying the total Fees payable by REA in respect of those Services and Deliverables under this agreement (Invoice).
  1. Each Invoice must be emailed to
    [accountspayable@realestate.com.au] as a PDF in order for the Invoice to be processed and paid by REA.
  2. In line with ATO guidelines, invoices must include the following critical information.
    1. The document must be in the form of a tax invoice (I.e. has the words 'Tax
      Invoice' at the top)
    2. Supplier's identity
    3. Supplier ABN
    4. Invoice issued date
    5. GST applicable amount
    6. Breakdown of material or service procured
    7. Valid purchase order number.
    8. Brief description of the items sold / services procured, including the quantity (if applicable) and the price
  3. Subject to paragraph (e), (b) and (c),following receipt of a valid Tax invoice REA must pay the fees set out in each Invoice that are due in accordance with this agreement in 30 days of the date of receipt of the Invoice by electronic funds transfer to a bank account nominated by the Contractor.
  4. If REA, acting reasonably, disputes an amount in an Invoice, REA must pay the amount that is not in dispute, and may withhold the amount that is in dispute.
  5. The supplier may not vary the price of any Goods or Services without the prior written consent of REA.

(g)

5.3 Taxes

  1. In this Agreement, all references to payments and obligations to make payments, including all references to compensation (including by way of reimbursement or indemnity), are, but for the operation of this clause, exclusive of GST.
  2. If a party (the supplier) is required to pay GST in respect of a supply made under or in connection with (including by reason of a breach of) this Agreement, the recipient of the supply must (in addition to any other payment for, or in connection with, the supply) pay to the supplier an amount equal to the consideration in respect of the taxable supply (exclusive of GST) multiplied by the rate of goods and services tax) (GST gross-up).
  3. If a GST gross-up is payable, then the supplier must give the recipient a valid tax invoice for the supply.
  4. Provided a valid tax invoice has been given, the GST gross-up must be paid by the recipient:
    1. if any monetary consideration is payable for the supply, at the same time and in the

same manner as such monetary consideration; or

    1. if no monetary consideration is payable for the supply within 10 Business Days after the day on which the tax invoice is given.
  1. If any payment to be made to a party under or in connection with this Agreement is a reimbursement or indemnification of an expense or other liability incurred or to be incurred by that party, then the amount of the payment must be reduced by the amount of any input tax credit to which that party, or the representative member if the supplier is a member of a GST group, is entitled for that expense or other liability.
  2. If an adjustment event has occurred in respect of a supply made under or in connection with this Agreement, any party that becomes aware of the occurrence of that adjustment event must notify the other party as soon as practicable, and the parties agree to take whatever steps are necessary (including to issue an adjustment note), and to make whatever adjustments are required, to ensure that any GST or additional GST on that supply, or any refund of GST (or part thereof), is paid no later than 20 Business Days after the supplier first becomes aware that the adjustment event has occurred.
  3. Terms used in this clause 5.3 which are defined in the GST Law have the meaning given to them in the GST Law.
  4. A reference to a payment includes any payment of money and any form of consideration other than payment of money.
  5. If a deduction or withholding for or on account of taxes, duties or fees from a payment (Tax Deduction) is required by Law to be made by REA:
    1. then REA must make that Tax Deduction and any payment required in connection with that Tax Deduction to the relevant taxing authority within the time allowed and in the minimum amount required by

Law; and

    1. no additional amount is payable by REA to the Contractor in respect of that Tax Deduction.
  1. All other taxes are payable and at the cost of the Contractor.

6 Insurance

  1. The Contractor must effect and maintain the following insurance policies with a reputable insurer:
    1. public liability insurance with an indemnity of at least AUD$20 million in respect of each claim, to be maintained for the Term;
    2. workers' compensation insurance in accordance with applicable legislation for all the Contractor's employees, to be maintained for the Term; and
    3. professional indemnity insurance with an indemnity of at least AUD$20 million in the aggregate to be maintained for the Term and an additional three years.
  1. The Contractor must, as soon as practicable, inform REA in writing of the occurrence of an event that may give rise to a claim under any insurance policy referred to in paragraph (a), and that is relevant to this agreement, and must ensure that REA is kept fully informed of significant subsequent action and developments concerning the claim.

7 Warranties

7.1 General warranties

Each party represents and warrants to the other party that:

  1. it is validly existing under the Laws of its place of incorporation and has the power and authority to carry on its business as that business is now being conducted; and
  2. it has the power and authority to enter into and observe its obligations under this agreement.

7.2 Warranties relating to Services and Deliverables

The Contractor represents, warrants and undertakes that:

  1. it will provide the Services and Deliverables with due care, skill and diligence and in a timely and professional manner; and
  2. the Services and Deliverables, and their possession and use by REA or its sub licensees, will not infringe any third party's Intellectual Property Rights.

8 Indemnities

The Contractor indemnifies REA and its Personnel (Those Indemnified) against any and all loss, damage, cost, expense or liability which Those Indemnified may suffer or incur, to the extent arising out of:

  1. personal injury (including death), or loss of or damage to any tangible property, caused by any act or omission of the Contractor;
  2. any claim (including an action, proceeding or demand) made by a third party that the Services or Deliverables, or their possession and use by REA or its sub licensees, infringes any third party's Intellectual Property Rights; or
  3. any breach of the agreement by the Contractor, provided that the Contractor's liability under this clause 8 will be reduced to the extent that REA or its Personnel caused the relevant loss, damage, cost, expense or liability.

9 Liability

9.1 Liability cap

  1. Subject to paragraph (b) and to the maximum extent permitted by law, the maximum aggregate liability of each party for all claims under or relating to this agreement, whether in contract, in tort (including negligence), in equity, under statute or on any other basis, is limited to an amount equal to the total Fees paid and payable under this agreement
  2. Paragraph (a) will not apply to:
    1. the indemnity obligations of the Contractor in clause 8 (Indemnities);
    2. either party's liability for personal injury (including death), or loss of or damage to any tangible property;
  1. either party's liability for infringement of a third party's Intellectual Property Rights; or
  2. a breach by the Contractor of clauses 6, 11 or 12.

9.2 Consequential loss

In no event will either party's liability include any amount for indirect, special or consequential loss or damage, loss of profits, loss of opportunity or loss of commercial advantage.

10 Intellectual property

10.1 REA Material

  1. Nothing in this agreement transfers to the Contractor any ownership rights in any REA Material. The REA Material and all Intellectual Property Rights in the REA Material are owned by REA or its licensors.
  2. The Contractor may use the REA Material solely for the purposes of providing the Services and Deliverables.
  3. For the avoidance of doubt, REA Materials must not be:
    1. sold, assigned, leased or otherwise transferred by the Contractor; or
    2. commercially exploited by or on behalf of

the Contractor.

10.2 Developed Materials

Unless expressly stated otherwise in a Statement of Work (the terms of which will prevail in the event of any inconsistency between the Statement of Work and this clause 11.2), the Developed Materials will be owned by REA and the Contractor hereby assigns to REA all right, title, and interest in and to the Developed Materials, including any Intellectual Property Rights in the Developed Materials.

10.3 Existing Materials

The Existing Materials will remain owned by the Contractor or its licensors. Subject to clause 11, the Contractor hereby grants to REA a non-exclusive, irrevocable, perpetual, royalty-free, worldwide licence (including a right of sublicense) to use, copy, modify and adapt the Existing Materials for the purpose of conducting REA's operations connected with or relevant to the Services and Deliverables being provided by the Contractor.

10.4 Moral Rights

Where reasonably required for REA's legitimate business purposes connected with this agreement, REA may request that the Contractor obtains from its Personnel written waivers of their Moral Rights in relation to specified Developed Materials, and promptly provide copies of such waivers to REA upon receipt of a request to do so.

10.5 Tools and methodologies

The Developed Materials do not include any improvements to the Contractor's existing tools or methodologies that may be created, written or otherwise brought into existence by or on behalf of the Contractor in the course of performing its obligations under this agreement. Any such improvements will form part of the Existing Materials.

11 Confidentiality

  1. Each party agrees not to disclose any information provided by the other party that is not publicly available (including but not limited to the existence

or contents of this Agreement) or is by its nature confidential, except:

    1. to any person in connection with an exercise of rights or a dealing with rights or obligations under this Agreement; or
    2. to officers, employees, legal and other advisers and auditors of any party; or
    3. to any party to this Agreement or any Related Body Corporate of any party to this Agreement, provided the recipient agrees to act consistently with this clause; or
    4. with the consent of the party who provided the information (such consent not to be unreasonably withheld); or
    5. as required by any Law or stock exchange.
  1. No party shall make any public announcement relating to this agreement without the prior written consent of the other party (which will not be unreasonably withheld) unless required by any Law or stock exchange

12 Privacy

The Contractor must:

  1. use, access, retain and disclose Personal Information only for the purpose for which it was acquired;
  2. take reasonable steps to avoid doing, or omitting to do, anything that would cause REA to fail to comply with any Privacy Laws;
  3. comply with the obligations contained in the Privacy Laws as if it were REA complying with those obligations;
  4. co-operatewith REA, and comply with any requests or directions from REA, in relation to the use, access, retention or disclosure of Personal Information, including the rights of individuals to access and correct Personal Information;
  5. take such steps as are reasonable in the circumstances to protect all Personal Information from unauthorised access, modification, disclosure, misuse, interference or loss (Data Breach), including but not limited to, maintaining physical, technical, organisational and administrative security processes, approval standards and accreditations and encryption processes for data transit;
  6. notify REA immediately upon becoming aware of any suspected or actual Data Breach, security breach impacting any Personal Information or failure of the steps referred to in paragraph (e), irrespective of the severity and ensuring that the notification contains the complete details of any facts or circumstances of the Data Breach;
  7. promptly do all things necessary to mitigate the risk of harm to any individuals affected by the Data Breach;
  8. cooperate with all requests from REA, its employees and advisors for further information in relation to the circumstances surrounding the Data Breach and its investigations of the Data Breach;
  9. promptly remediate and rectify any identified weakness or failure that caused the Data Breach;
  10. cooperate and provide all reasonable assistance to REA in relation to REA carrying out its

remediation measures (if any) following a Data Breach; and

  1. not, unless legally required to do so, disclose to any third party (including any government agency) the existence or circumstances surrounding any Data Breaches without the prior written approval of REA (not to be unreasonably withheld).
  2. This clause 12 survives termination or expiry of this agreement.

13 Termination

13.1 Termination by REA

  1. Without limiting any other clause of this agreement, if there are no outstanding Services or Deliverables currently due under a binding Statement of Work, either party may terminate this agreement in whole or in part for convenience at any time by giving at least 30 days' notice to the other party.
  2. REA may terminate this agreement in whole or in part with immediate effect by giving notice to the Contractor if:
    1. the Contractor breaches any provision of this agreement, and:
      1. the breach is not capable of being remedied; or
      2. the breach is capable of being remedied, and the Contractor fails to remedy the breach within 14 days following receipt of a notice requiring it to do so; or
    2. the Contractor suffers an Insolvency Event.

13.2 Termination by the Contractor

The Contractor may terminate this agreement in whole (but not in part) by giving notice to REA if:

  1. REA suffers an Insolvency Event; or
  2. REA has failed to pay an amount that is due and payable in accordance with this agreement for a period of at least 30 days (other than a disputed amount) and following this, the Contractor has issued a written demand for payment within a further 30 days and following the expiry of this

further 30 day period, REA has not paid such amount.

13.3 Consequences of Termination

  1. The Contractor must, immediately following the expiry or earlier termination of this agreement, return to REA or destroy (at REA's option) all of
    REA's confidential information referred to in clause 12 and any other REA Materials or tangible property of REA, which is or are in the possession, custody or control of the Contractor.
  2. For the avoidance of doubt, the licence granted to REA under clause 11.3 (Existing Materials) will continue after termination or expiry of this agreement.
  3. Termination of this agreement will not affect the accrued rights and remedies of either party.
  4. If REA terminates this agreement under clause 14.1(a) or 14.1(b)(i), REA will pay to the Contractor any Fees due and payable in accordance with this agreement up to and including (i) if terminated under clause 14.1(a), the effective date of termination; or (ii) if terminated under clause 14.1(b)(i), the date on

which the Contractor receives from REA the notice of breach.

14 General

14.1 Notices

A notice, consent or other communication under this agreement is only effective if it is in writing, signed by or on behalf of the party giving it and it is received in full and legible form at the addressee's postal or email address or fax number. It is regarded as received at the time and on the day it is actually received, but if it is received on a day that is not a Business Day or after

5.00 pm on a Business Day it is regarded as received at 9.00 am on the following Business Day.

14.2 Assignment or novation

  1. The Contractor may not assign or novate this agreement or otherwise deal with the benefit of it or a right under it, without the prior written consent of REA (such consent not to be unreasonably withheld).
  2. REA may by notice to the Contractor assign or novate this agreement to any Related Body Corporate or entity that replaces or assumes REA rights and obligations. If requested, the Contractor agrees to execute such documents

as REA may reasonably and lawfully require to formalise such assignment or novation.

14.3 Applicable Law

The laws of Australia govern this agreement. The parties submit to the non-exclusive jurisdiction of the

courts of Australia, and any legitimate courts of appeal from them.

14.4 Relationship

  1. The relationship between the parties is one of principal and independent contractor. Neither party has the power, right or authority to bind the other or to assume or create any obligation on behalf of the other or in their name.
  2. Nothing in this agreement is to be construed as constituting the parties as partners or as creating the relationship between them of employer and employee or principal and agent.
  3. The Contractor is solely responsible for the payment of any entitlements and Taxes incidental to the employment of its own Personnel.

14.5 Survival

The following clauses survive any termination or expiration of this agreement: clauses 5.3 (Taxes), 6 (Insurance), 7 (Warranties), 8 (Indemnities), 9 (Liability), 10 (Intellectual property), 11 (Confidentiality) and 12 (Privacy); and any other provision of this agreement which contemplates performance or observance following any termination or expiration of this agreement.

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REA Group Limited published this content on 20 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 July 2022 14:43:02 UTC.